The Only Exception
by Becca Renee
Summary: One shot based on the Paramore song. Explores the insecurities Felicity may feel in regards to her and Oliver's new relationship, particularly considering her past, and how he starts to help her get over them, much the same way she's helped him. Angsty at first, fluffy by the end.


**A/N: Hello! Well, this is a thing I wrote awhile ago (before the third season started). Its AU now, but at the time it was speculation/wishful thinking. It's based on the song The Only Exception by Paramore, a great listen if you're interested. Also, this is the first fanfic I've written in a while, and the first for this fandom, so constructive criticism is welcome. Didn't spend much time editing, so hopefully there aren't too many mistakes. Anyway, enjoy!**

It was their third date, now, and it had been lovely; a quiet dinner at a normal, family run Italian place downtown. Nothing so pretentious as the five star, gourmet cuisine Oliver had treated her to on their first date. She'd spent most of the night rambling about how much everything cost, and when whatever Oliver had ordered for her (because she didn't recognize most of the dishes) finally arrived, she wasn't even sure how to go about eating it. Between her unease about being on a date at all, something she never did, and her anxiety over how she was supposed to act on a date with Oliver Queen, her billionaire boss/friend/partner/vigilante hero, it was no wonder most everything she said came out a jumbled, practically incoherent mess.

For his part, Oliver had seemed amused by her state, and somewhat ill at ease himself. Felicity thought, over and over, how he must be looking at her right now and realizing how poorly she fit in to this lavish lifestyle he was raised in. She wasn't sure if that was a good or a bad thing in his mind.

The meal had ended up being fantastic, and the crème brulee they shared for dessert was one of the best things she'd ever eaten. On the drive back to her place, Felicity made a joke about how, since Diggle always played the role of driver, she had unconsciously begun to think that Oliver couldn't drive a car. He laughed and commented on the motorcycles he was always riding as Arrow being close enough to a car. She made a quip about the supposed "accidents" he was always getting into, and how he clearly wasn't very good at driving it, and for the first time since he'd asked her to dinner, she felt normal around him again.

Their second date probably would have been nice, if it hadn't been utterly ruined by a bank robbery/hostage situation that called for the Arrow's expertise. They didn't even make it to the theatre before Dig, all apologies, called to give the news. Everything had turned out fine, with Oliver never really needing to do much besides threaten the men before they surrendered. She had commented through the com that the they were stupid to think the Arrow wouldn't show up to stop them, which got a chuckle from the other side.

Once he had changed out of his hood and back into his date attire (a sports coat and jeans), Oliver had taken Felicity home. Standing at her doorstep, she watched him watch her. She'd looked into his shining azure eyes and wondered how he could possibly be looking at her so adoringly; so similar to the way she knew she had looked at him. Suddenly, she'd become nervous. She thought about how happy it would make her for them to be the kind of something more she'd often, very secretly, imagined they could be. That was the good kind of nervous. But it quickly turned bad. She thought, outrageously, of this relationship progressing to the point of marriage. She thought about loving Oliver forever. She thought about introducing him to her mother. She thought about her parents, and that's when everything went dark.

In her mind flashed the anger and sadness on her mother's face when she'd discovered her father had left them. She remembered her own sense of abandonment. She remembered long years of adolescence avoiding male attention, burying herself in her studies because she knew she'd only end up hurt. Somehow, all those times she had told herself she didn't believe in love had been overshadowed by Oliver's presence in her thoughts. But not anymore. Now all she could think about was how he'd already played with her feelings so much. How he'd told her he loved her before leaving her in the hands of a madman and then acting like he'd never said it. How he'd told her he couldn't be with someone he could really care about, and then he ran right into Sara's arms. She thought about how many times before she had read too much into something Oliver did or said, mistaking his friendliness for something more. She thought about how much not only Oliver, but also Team Arrow meant to her, and how devastated she would be if she could no longer be a part of it. Finally, she thought about how alone she would be without them.

As he'd leaned in to kiss her, all of these gut-wrenching thoughts passed through her mind in an instant, and she'd turned her head away.

He pulled back sharply, shock and disappointment on his face. For a brief second an emotion passed over his face Felicity would almost have described as hurt, before he steeled himself and apologized profusely for moving too fast. She stumbled so much over her fake explanation she was sure he didn't believe even what small bits of it he could understand. He turned to walk away, silent and stony faced, and she was suddenly struck with the desire to shout at him to wait; to stop, to please _please_ don't leave her. Instead, for once controlling her mouth, she grabbed his arm and pulled him into an embrace. He melted into her in a second, wrapping his strong arms around her small frame and she forgot all about the doubts that had just been running rampant in her mind. She felt safe with Oliver, she always had. She told herself to get over her past. She told him that it had been a long time since she had been in a relationship, and that she was just nervous. Then she'd kissed him.

It was short, yet passionate, and left her breathless. Oliver, always the calm one, seemed, finally, Felicity thought, taken aback. She smiled up at him and he gave her a rare, genuine smile in return. He told her good night, and she couldn't wipe the smile off her face the rest of the night.

That had been a week ago. There had been a few other kisses since then, some much more prolonged, and in much less appropriate places, but no more actual dates. Arrow business had been slow lately, thank goodness, but Queen Consolidated work had certainly filled their free time. Felicity appreciated the distraction, though; since the night of her second date, she had to admit to herself she wasn't doing well. She was overjoyed to be with Oliver, for sure. Feeling like a real couple, doing real couple things was amazing. There were moments, in fact, like when he whispered in her ear in the elevator on the way up to their offices to tell her she looked beautiful, that she was so exhilarated by their relationship it was beginning to scare her. When she was with him, she had no care in the world. When she would catch him staring at her, or when he grabbed her hand and squeezed it in reassurance, she wondered how she could ever think things wouldn't work out between them.

But when he wasn't around, at nights in her bed, she lay awake worrying. All of her flaws danced across her mind, and all the reasons things could end badly, that he would leave her, plagued her like a disease. All of the reasons her father may have left her mother, all of the reasons her father may have left _her_ seemed to wind together with them, keeping her awake, feeling raw and vulnerable. What little sleep she got was riddled with snippets of things her mother had told her. _Nothing is forever. Don't trust anyone with anything. Be independent. Its better to just be alone. Love never lasts anyway. _

She had believed these things so long, been told them so many times, it was hard for her to figure out when she had let her guard down so much that Oliver had (unintentionally) broken past her walls and stolen her heart.

But here, now, standing in her living room with Oliver grabbing hungrily at her waist while he kisses his way from her lips, down her jawline to her neck, those feelings were beginning to surface again. She grabs onto his shoulders, trying to hold onto the feeling of security he gives as much as his actual body. He takes this as a sign to keep going and eagerly works back to her lips, capturing them in a heated kiss. As his hands find their way into her mess of blonde curls and release them from the elastic band, her thoughts scurry back to the feel of him pressed against her, and away from the dark place. She bites his lip, relishing in the idea that she could have some kind of affect on him, the strongest man she'd ever known, both physically and emotionally.

She feels his lips form into a little smirk, and she knows him well enough to be able to imagine exactly what it looks like without pulling away. She calls it (in her mind only, of course) his Playboy smirk. Her thoughts are interrupted, however, by the feeling of his lips leaving hers. She pouts, momentarily, which earns a deep chuckle from Oliver, before he grabs her hand and starts walking backwards, leading them down the little hallway, towards her bedroom.

"How do you know where my bedroom is?"

He chuckles again, louder this time, and she blushes because she hadn't meant to wonder that aloud. He stops walking and pulls her into him again, pulling her head into his chest, and just holds her there.

"Are you alright?" he whispers, "You've seemed tired lately. And quieter than usual. If there's one thing I know about Felicity Smoak, it's that she's not quiet."

Felicity snorts at the truth in his statement. But then she frowns for the same reason. She does feel tired. She snuggles closer into him, trying to keep the reasons for her lack of sleep from clouding her mind.

"Hey," he murmurs, stroking her back slowly. "You can tell me about whatever it is that's bothering you. I'm here for you."

"That's what's bothering me," Felicity mumbles back. She's shocked at her own response, however, and Oliver must be too, because he pulls away, holding onto her shoulders now with his arms outstretched. She feels his searching gaze and shakes her head, realizing what she just said, and how it must have sounded to him.

"No, I didn't mean it like that. The problem isn't that you're here. I love that you're here. I'm ecstatic," she begins, gesturing wildly at the end. "I mean, how could I not be. It's practically a freakin' fairy tale, and your prince charming coming along to sweep little miss nobody off her feet. Although usually fairytales have princesses and I'd hardly consider myself one of those. Not because I don't think I'm pretty enough, just that the implications these days of sexist notions of-"

"Felicity," Oliver firmly interrupts.

She squeezes her eyes shut and shakes her head, a habit of hers, trying to clear her thoughts. She isn't really sure how to explain what she is feeling to Oliver, or if she even really wants to. She tries to start again.

"What I'm trying to say is that the problem isn't that you're here, now. The problem is that you won't be here tomorrow."

"You'll see me tomorrow. It's Saturday, but we have Arrow business to check up on. And even if we didn't I have every excuse to come see you now anyway, you're my girlfriend," Oliver responds, clearly confused by what she meant. He tries to pull her closer again, but this time Felicity resists. The doubts were starting to take a hold. She pulls out of his grasp entirely, and even though he is right in front of her, with the thoughts of being abandoned so rampant in her mind, his touch already felt like a sad memory.

"That's not what I meant," she starts, more hesitantly than she intended. "I meant that I'm afraid of what's going to happen later. When we don't work out. What I am going to have left if I there's no you, or Diggle. Where will I go this time, when I have to runaway because the memories hurt too much. I'm afraid you're not going to be here _forever_ and whenever our time is up, whenever you figure out that this, that _I'm _not what you want, I'll be as lost as my mother was and god help me if I ever…." She trailed off, looking at him, a concerned look plastered on his face. Her eyebrows furrowed as she thought back a minute to what he had said, which was only just now getting through the haze of negativity to reach comprehension.

"Did you just call me your girlfriend?" She asks, incredulously.

He steps towards her again, and this time she doesn't back away, only stares into his eyes.

"Look, Felicity, I'm not sure where all this is coming from, but I have a suspicion it isn't just about me."

His gaze is suddenly too piercing and Felicity has to look away.

"I don't know your past, or what happened to make you doubt us. But I haven't felt this happy…" he pauses, thinking. "I haven't ever felt this happy. I would do everything in my power to keep from losing you. I know I kept you at a distance for a long time, but everyday since I asked you out I am so glad that I decided to risk it. Some things are worth risking everything for, Felicity."

She looks back to him now, and she knows what he means. He's telling her that _they_, they're more-than-friends relationship, was worth risking it for. Her heart swells at his words, but her head is stuck, and her head was in control of her mouth.

"I don't think it is. I've always thought it wasn't worth it. How can anything be worth that kind of pain and loneliness," she chokes back a sob even though she wasn't aware she was crying already. She continues on, even though she doesn't know what is going to come out next.

"I've spent my whole life pushing people away because I know whatever happiness they bring won't last and its better to just find ways to be happy and get along alone," tears are streaming down her face now, and heart is beating wildly in her chest. She can't look at Oliver because she doesn't want to see his reaction to her. She takes several large, shaky steps away from him.

"Nothing is forever. And love never lasts" She hates how similar to her mother she sounded as those words, words that weren't her own, spilled over her lips, bitter in taste and tone. She doesn't realize how loud her voice had previously gotten until she takes a moment to calm her breathing and begins to whisper.

"I am so afraid at how easy it would be for me to love you. I've never let anyone else in the way I've let you in so quickly. I want so badly to be with you that it's scary," she finishes, her voice cracking.

This time, when Oliver pulls her in for an embrace, she gladly accepts it. She knows how contrary her words and actions are to each other, but she can't seem to care.

"I know what you mean, Felicity. I'm scared too."

She's still crying into his chest, but she shakes her head no anyway in disbelief that he, the Arrow, could ever be scared of anything.

"I am. Even before I ever asked you out I was scared. I didn't want to loose your friendship, or your partnership. I spent a lot of time with other girls thinking that I'd get my mind off of you but I couldn't, and that scared me. It scared me to think about loosing you if we tried being more than friends and it didn't work out, but you know what," he says, lifting her chin up so that he can look her in the eyes, "I decided I was more afraid of living my whole life without telling you how I felt, without knowing how good it would feel to be together. No matter how strong you are Felicity, no matter how much you try to push people away and not care about them, there will always be an exception. We're each other's exceptions."

He leans down to kiss her, and his words begin to sink in. Her tears stop and she feels the sense of security Oliver used to bring her wash over her once again. They stay like that for a while more, while Oliver gives her more assurances that he won't leave her for any of the petty reasons she had thought of, and that none of the self consciousness she feels is justified.

They end up in her bed, both in their undergarments, falling asleep in each other's arms. Felicity knows that she can't get rid of her insecurities, that she can't fix the damage of her past, in one night. But she also knows that with Oliver there with her tonight, she'll sleep well. She has one last thought as she drifts asleep.

"Can you leave a note," she mumbles groggily.

Oliver laughs at little at her and asks what she means.

"When you leave tomorrow morning, to go run or train with Dig or whatever, can you leave a note? So I'll that you were really here and that this wasn't just a dream?"

He leans down and kisses the top of her head where it rests on his chest and replies, "Of course I will. Are you having trouble believing this is real, too?"

"I'm on my way to believing it."

She fell asleep before she could hear him say, "I love you."


End file.
